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Special Committee of CNH Global Views Favorably Latest Offer from Fiat Industrial
By: PR Newswire
Nov. 21, 2012 07:53 PM
NEW YORK, Nov. 22, 2012 /PRNewswire/ -- The Special Committee (the "Special Committee") of the Board of Directors of CNH Global N.V. (NYSE: CNH) ("CNH") today announced that it views favorably the latest enhanced offer (the "Offer") from Fiat Industrial S.p.A. ("FI") regarding the proposed strategic combination between CNH and FI (the "Transaction"). The enhanced terms of the Offer resulted from a robust and constructive exchange with FI over the course of the past several months. The Special Committee has directed its advisors to work with FI to negotiate definitive documentation based on the Offer.
Pursuant to the Offer, each of CNH and FI would merge into a newly-formed company organized in the Netherlands ("NewCo"), and in the mergers CNH shareholders would receive 3.828 NewCo shares for each CNH share and FI shareholders would receive one NewCo share for each FI share. CNH shareholders would also be paid a $10 cash dividend per CNH share before the merger and, if practicable, prior to the end of this year, with receipt by FI of the dividend on its 88% of CNH shares to be deferred.
No contract, agreement or obligation will arise with respect to the Transaction until definitive documentation is negotiated and executed by the appropriate parties.
At this time, no action by CNH's shareholders is required. Further announcements will be made by the Special Committee when and as appropriate.
The Special Committee has engaged Cravath, Swaine & Moore LLP, De Brauw Blackstone Westbroek N.V. and Bonelli Erede Pappalardo, as its legal advisors, and J.P. Morgan and Lazard, as its financial advisors, to assist it in its work.
This communication contains forward-looking statements relating to CNH and the proposed business combination with FI. All statements included in this communication concerning activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the following: uncertainties as to whether the proposed business combination will be consummated, uncertainties as to the timing of the proposed business combination, uncertainties as to how many of CNH's shareholders will participate in the proposed business combination, the risk that the announcement of the proposed business combination may make it more difficult for CNH to establish or maintain relationships with its employees, suppliers and other business partners, the risk that CNH's business will be adversely impacted during the pendency of the proposed business combination; the risk that the operations of CNH and FI will not be integrated successfully, the risk that the expected cost savings and other synergies from the proposed business combination may not be fully realized, realized at all or take longer to realize than anticipated, and other economic, business and competitive factors affecting the businesses of CNH generally, including those set forth in its annual report on Form 20-F for the year ended December 31, 2011 filed by CNH with the SEC on February 29, 2012. These forward-looking statements speak only as of the date of this communication and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
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